When we last left our intrepid, 455-powered '64 Olds F-85, we had patched it together with a few budget bolt-ons to get it running, but it quickly began to show its age. The '64 Olds F-85 body was in decent shape (although it's still in dire need of a trunk floor) and the TH400 works great, but its big-block was substantially down on power. It was time to step up our game, so we decided to build a new Olds while retaining the original engine so we could continue driving the car while the new motor came together. You may remember the buildup of the new Olds engine in the Oct. '10 issue ("455 Rocket Olds") in which we made 511 lb-ft and 445 hp at the flywheel with near-stock Edelbrock aluminum heads, 10:1 compression, and a Torker single-plane Edelbrock intake. We never would have survived the buildup without help from Dick Miller and our pals at Don Barrington Engines, who performed all the machine work and supplied assembly guidance. Now it was time to bolt all our newfound power back into the car.

Where It All Began
As a quick visual recap, we bought this Olds from our buddy Tim Moore about four years ago already swapped with a 455 and a TH400. It needed some visual TLC but ran fine, so we just started driving it. We won't go through all the details; you can find that in the Dec. '06 issue, when we built the car for CC's $3,500 Challenge. The idea was to build a worthy street car for around $3,500. We came closer to that budget requirement than most federally funded government programs, but like you and unlike the feds, we had to sacrifice a little power and efficiency to get there. During a tuning exercise, we performed a quick cylinder pressure check and discovered that while the best holes were capable of an underachieving 155 psi, No. 2 hobbled in closer to 135 to 140 psi, making it obvious that our engine needed assistance.

2/19Neck-deep in the engine swap, we learned all kinds of new things about our Olds during this month-long thrash.

The Destruction Phase
Had we treated the Olds with a little more care, the engine swap would probably have required less effort. But because we'd allowed the cooling system to decay and spray rusty coolant over most of the engine compartment, we decided a good cleansing and repaint were in order. We dialed in a new aluminum radiator from Mark 7 to replace the original, which, like the heater core, was sporting barnacles. Based on this and with the help of CC family member Kris Shields, we decided the entire engine compartment needed freshening. The new radiator also required removing and modifying the lower radiator core support, so fabrication work was in our future.

7/19Once we started down the path of cleaning the engine compartment, it required hours of hard labor, including cleaning all the rust off the bottom side of the hood. Since then, we have discovered a Glasstek fiberglass hood for a '64 that will also shave some weight.

We decided to work smart this time and had the core support and two front inner fenders chemically stripped while a large pile of rusty fender bolts went to Van Nuys Plating for black cad immersion so we would be saved the drudgery of weeks of cleaning bolts. We also were immensely lucky when we discovered a '65 Olds four-door Cutlass with A/C in the junkyard. It donated its upper radiator mount that was almost the correct size to match our aluminum radiator. Sometimes dumb luck is just that.

The Fun Part
Once we chased all the surface rust away and sprayed the entire engine compartment with Rust-Oleum rusty metal primer topped with satin-black paint, it was time to start the construction phase. Much like with our early Chevelle, we also discovered that interlocking safety motor mounts wouldn't clear the stock frame mounts, necessitating the use of our original mounts. We also learned that the headers would fit from underneath if we lifted up one side of the engine about 3 inches using the engine hoist.

On The Road
With the engine nestled in place, the front sheetmetal details took a little time to align. During our junkyard tours, Moore discovered an excellent '88 Monte SS steering box that was a perfect fit for the Olds to upgrade that one-finger '60s power steering. We bolted in a new rag joint from Rock Auto to complete the deal and also upgraded to a 11/4-inch front sway bar that had spent a previous life on a second-generation Firebird. Complementing this steering and suspension upgrade are the Wilwood D52 twin-piston calipers we had previously installed. Combined with a 15/16-inch iron master cylinder and an adjustable proportioning valve, we now have excellent brakes to whoa the lumbering Olds.

19/19Deadlines ambushed us again and we didn't get a chance to hit the dragstrip since we only got the engine running the night before we put this issue to bed. The new Olds motor feels strong and the Quarter, Jr. dragstrip simulator estimates our heavyweight should run somewhere in the high 12s at 109 mph. Not bad for a 47-year-old cruiser.

With the goodies all bolted in place, the best part of the whole story was warming the big 455 and then hitting the boulevard. If you've ever built and then fired up a brand-new engine, then you know that cooking paint/smoking oil smell as all those new parts get acquainted. They say aromas are some of the most potent memory triggers, and every time that smell hits us, it's always a fun time.

"Well, whose junk pile piece of Chhhh-evelle is this? Did you boys come here to race-or just kiss?" -Kathy Mattea's song 455 Rocket